Corporate and Securities

Gregory Harrington is a partner in the firm's corporate and securities practice group. He has extensive experience in major international financial transactions in Latin America, particularly in the area of capital markets and banking. His practice includes corporate and project finance, including equity and debt securities sold pursuant to US Securities and Exchange Commission (SEC) registration, Rule 144A or Regulation S; and listings on the New York, London, Luxembourg, and Irish Stock Exchanges; Securities Act, Securities Exchange Act, and Investment Company Act compliance; and advising sponsors and lenders in connection with project finance transactions.

Prior to joining Arnold & Porter, Mr. Harrington was a partner at another international law firm based in São Paulo, having previously practiced in Madrid, New York, and Washington, DC. Prior to attending law school, he was a lending officer at Chemical Bank (now JPMorgan Chase Bank) in New York, including participating on the creditors committee for the renegotiation of the Republic of Colombia's international debt obligations.

Mr. Harrington is fluent in English, Portuguese, and Spanish.

Corporate and Securities Representative Matters

Significant recent transactions include:

• Advising the Federative Republic of Brazil in offerings of its debt securities under its shelf registration statement filed with the SEC.
• Advising the Caribbean Development Bank in connection with its US$175,000,000 Floating Rate Notes offered and sold under Rule 144A/Regulation S.
• Advising Camposol S.A. (Peru) in connection with its US$125,000,000 9.875% Senior Notes due 2017 offered and sold under Rule 144A/Regulation S.
• Advising Banco Votorantim in connection with the stock purchase and sale agreement between Votorantim Finanças S.A., and Banco do Brasil S.A.
• Advising Banco de Crédito del Perú, a subsidiary of Credicorp Ltd., in connection with the acquisition of Empresa Financiera Edyficar S.A. from CARE.
• Advising the New York branch of a Brazilian bank in connection with its Yankee CD Program.
• Advising RBS Zero Hora Editora Jornalística S.A. in its tender offer and consent solicitation for its 11% Guaranteed Notes due 2010 and concurrent offer and sale under Rule 144A/Regulation S of its real-denominated BRL300 million 11.25% Guaranteed Notes due 2017.
• Advising numerous Brazilian lenders on pre-export trade finance transactions for Brazilian borrowers.
• Advising CESP - Companhia Energética de São Paulo, as issuer on two concurrent securities transactions totaling approximately US$1.8 billion, including a US$1.58 billion equity offering and a US$220 million bond offering. At the time, the equity offering was the largest ever by a Brazilian issuer under Rule 144A/Regulation S.  The transaction was named by LatinFinance as "Deal of the Year", as Best Follow-on Equity offering.
• Advising either the issuer, selling shareholders or underwriters in connection with the public offerings of shares of the following companies (in each case offered outside Brazil under Rule 144A/Regulation S):
  • Banco Pine S.A.
  • Positivo Informática S.A.
  • Saraiva S.A. Livreiros Editores
  • Iochpe-Maxion S.A.
  • Grendene S.A.
• Advising a Brazilian fund sponsor and investment adviser in connection with the initial public offering of fund shares, offered in the United States under Rule 144A and Section 3(c)(7) under the Investment Company Act of 1940.
• Advising Inter-American Development Bank and Corporación Andina de Fomento, in the US$54 million multijurisdictional secured financing for Interconexión Eléctrica ISA Bolivia S.A. in connection with an electricity transmission project in Bolivia.